Corporation Service Company®

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  • Qualifying to Do Business in Another State: The CSC® 50-State Guide to Qualification, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound, Print Book with CD
      ISBN: 9781522109990

      $119 {"prodid": "58886", "pubstatus" : "132", "sku" : "SKU58886"}
    • Format: Electronic book: epub
      ISBN: 9781522113157

      $119 {"prodid": "58886", "pubstatus" : "132", "sku" : "sku-us-ebook-25000-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781522113157

      $119 {"prodid": "58886", "pubstatus" : "132", "sku" : "sku-us-ebook-25000-mobi"}
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    • Author/Contributor

    Qualifying to Do Business in Another State: The CSC® 50-State Guide to Qualification, 2016 Edition
    CSC® Publishing brings you Qualifying to Do Business in Another State: The CSC® 50-State Qualification Handbook, 2016 Edition. This book is a comprehensive resource to help you decide whether to qualify your company to do business in a foreign state.

    Corporations intending to do business in states other than their home states must first determine whether they need to qualify to do business there, and if so, fulfill the qualification requirements. But qualification can be a complex and time-consuming task. Also, the consequences of making the wrong decision can be harsh, ranging from monetary penalties for a corporation to jail time for its officers and directors. To aid corporations in navigating these foreign waters, CSC developed Qualifying to Do Business in Another State: The CSC® 50-State Qualification Handbook, a comprehensive toolbox to help you make the important decisions about qualifying in states where you plan to do business, complete with the documents required to implement that decision.

    This essential resource includes:

    •  Case illustrations and discussion of business activities that do or do not trigger qualification requirements.
    •  Insight into whether certain Internet activities require qualification.
    •  Annotated qualification statutes for all 50 states and the District of Columbia.
    •  Quick-reference charts on Activities That Do Not Constitute Doing Business and Consequences of Transacting Business without Authority

    Companion CD-ROM contains fillable PDF Qualification forms.

    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc.

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub Number: 25000
    TABLE OF CONTENTS

    Acknowledgements
    Publisher's Note
    Introduction

    1.   The Model Business Corporation Act
    2.   Corporate Activities That Do Not Require Qualification
    3.   Corporate Activities That Require Qualification
    4.   Corporate Internet and E-Commerce Activity
    5.   How Corporations Qualify, Cure Failures, and Terminate Qualification
    6.   The Consequences of Failing to Qualify
    7.   Registration for Charitable Organizations

    Charts
    Activities That Do Not Constitute Doing Business
    Consequences of Transacting Business without Authority

    Statutes

    Appendix A: Forms Table

    Appendix B: Text of the Model Business Corporation Act

    The 50-State Qualification Handbook companion CD-ROM contains qualification forms for all 50 states and the District of Columbia.

    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® Pennsylvania Laws Governing Business Entities, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound with CD-ROM, Print Book with CD
      ISBN: 9781522110057

      $87 {"prodid": "58888", "pubstatus" : "132", "sku" : "SKU58888"}
    • Format: Electronic book: epub
      ISBN: 9781522110514

      $87 {"prodid": "58888", "pubstatus" : "132", "sku" : "sku-us-ebook-26480-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781522110514

      $87 {"prodid": "58888", "pubstatus" : "132", "sku" : "sku-us-ebook-26480-mobi"}
    • Full Description
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    • Author/Contributor

    CSC® Pennsylvania Laws Governing Business Entities, 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you Pennsylvania Laws Governing Business Entities, 2016 Edition. This fully annotated deskbook helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES

    Easily access the most important business entity laws
    You'll find all the up-to-date statutes, forms, and opinions that you need regarding Pennsylvania corporations, professional associations, LLCs and partnerships.

    Identify new case annotations
    The Table of New Annotations and change bars highlight the most recently added material and lets you quickly identify key Pennsylvania business entity cases.

    Access the forms library
    Fillable PDF forms are located on the companion CD-ROM.

    CONTENT

    •  Business Corporation Law
    •  Business Trusts Law
    •  Limited Liability Company Law
    •  Not-For-Profit Corporation Law
    •  Partnership Law
    •  Unincorporated Associations Law
    •  Divisions 1, 8 and 9 of the Commercial Code
    •  And more!

    IN THIS EDITION

    •  Updated through Chapter 96 of the 2015 Session of the General Assembly
    •  Over 80 new case notes from court decisions concerning Pennsylvania business entities
    •  A companion CD-ROM containing over 100 Pennsylvania forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types
    •  Full text of five significant cases from the past year highlighting recent legal developments concerning attorney-client privilege in a corporate environment, creation and sale of a partnership, required notice to shareholders, and holding corporate officers in contempt for a corporation's noncompliance

    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc. The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub Number: 26480

    Pennsylvania Consolidated Statutes, Title 15
    •  Corporations, Generally
    •  Business Corporations
    •  Nonprofit Corporations
    •  Cooperative Corporations
    •  Partnerships
    •  Limited Liability Companies
    •  Unincorporated Associations
    •  Trusts

    Related Laws and Rules
    •  Miscellaneous Commercial Code Statutes
    •  Miscellaneous Jurisdictional Statutes
    •  Miscellaneous Civil Procedure Rules
    •  Fictitious Names; Corporate and Other Association Names
    •  Securities
    •  State Government
    •  Taxation and Fiscal Affairs

    Appendix A   Full Text Cases

    Appendix B   List of Pennsylvania Business Entity Forms

    Index

    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® The Directors' Handbook, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound with CD-ROM, Print Book with CD
      ISBN: 9781522107965

      $87 {"prodid": "58885", "pubstatus" : "132", "sku" : "SKU58885"}
    • Format: Electronic book: epub
      ISBN: 9781522107972

      $87 {"prodid": "58885", "pubstatus" : "132", "sku" : "sku-us-ebook-22310-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781522107972

      $87 {"prodid": "58885", "pubstatus" : "132", "sku" : "sku-us-ebook-22310-mobi"}
    • Full Description
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    CSC® The Directors' Handbook, 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you The Directors' Handbook, one of today's leading guides to corporate governance, captures the latest developments that directors of public companies face from both a practical and legal perspective. The Handbook provides insightful analysis of the evolving regulatory and legal landscape, and practical, hands-on information that directors can use to guide their companies.

    The 2016 Edition of The Directors' Handbook includes insight on how to best address the full spectrum of key governance and disclosure issues, and how to handle shareholder activist campaigns and proxy battles. Complete coverage includes:

    • Creating an audit committee chart
    • Crisis management
    • Director and officer insurance
    • Majority voting for directors
    • The interplay of stock exchange independence rules and state law standards
    • The evolving role of proxy advisory groups
    • The role of the corporate secretary
    • Staggered board repeals
    • Best practices for handling restatement crises
    • The political economy of corporations and corporate governance approaches around the role of the corporate secretary

    The companion CD-ROM provides key cases and legislation that form the basis for corporate governance in the U.S and abroad. In This Edition:

    • In an all new Foreword, author Thomas J. Dougherty explores the impact of mutual funds, judicial erosion of the pre-suit demand requirement in derivative suits, disclosure statements, and the SEC Whistleblower protocols.
    • Advisory firm recommendations on executive compensation, and how those recommendations impact shareholder votes
    • How the M&A process differs under UK rules, and how the rules can impact US companies
    • Recent court decisions impacting directors' Revlon duty
    • Other updates throughout the book ensure directors are working with the most current information
    To learn more about other CSC� Publishing products, please visit www.lexisnexis.com/csc.

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub 22310

    TABLE OF CONTENTS

    Foreword: Foreword: No Director Left Behind

    Preface


    1.   The Role of the Director

    2.   Corporate Governance

    3.   Director Due Diligence

    4.   Crisis Management

    5.   Compensation

    6.   Litigation

    7.   Director and Officer Insurance and Indemnification

    8.   The Political Economy of Corporations

    9.   Board Minutes and Directors' Notes

    10.  The Changing Legal Landscape: Mickey Mouse and the Cats around the Fishbowl

    11.  Corporate Secretarial Practice

    APPENDIX A

    APPENDIX B

    SUBJECT INDEX

    CASE INDEX

    STATUTES INDEX

    TABLE OF RULES AND STANDARDS

    THE DIRECTORS' HANDBOOK COMPANION CD-ROM

    Statutes
    Del. Code Ann. Title 8, § 102(b)(7) (2013)

    Case Law
    Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651, 1988 Del. Ch.LEXIS 103 (Del. Ch. 1988)
    C&J Energy Services, Inc. v. City of Miami General Employees'and Sanitation Employees' Retirement Trust, 2014 Del. LEXIS 602 (Supreme Court)
    IBEW v. Tucci, 33 Mass. L. Rep. 117; 2015 Mass. Super. LEXIS 124
    In re Delphi Financial Group Shareholder Litigation, C.A. No. 7144-VCG (Del. Ch. Mar. 6, 2012)
    In re El Paso Corporation Shareholder Litigation, C.A. No. 6949-CS (Del. Ch. Feb. 29, 2012)
    In re Goldman Sachs Group, Inc. Shareholder Litigation, C.A. No.5215-VCG (Del. Ch. Oct. 12, 2011)
    In re Smurfit-Stone Container Corp. Shareholder Litigation, C.A. No.6164-VCP (Del. Ch. May 20, 2011)
    In re Tyson Foods, Inc. Consolidated Shareholder Litigation, 919 A.2d 563, 2007 Del. Ch. LEXIS 19 (Del. Ch. 2007)
    In re Walt Disney Co. Derivative Litigation, 906 A.2d 27, 2006 Del.LEXIS 307 (Del. 2006) (Supreme Court)
    In re Walt Disney Co. Derivative Litigation, 907 A.2d 693, 2005 Del. Ch. LEXIS 113, 35 Employee Benefits Cas. (BNA) 1705 (Del.Ch. 2005) (Chancery Court)
    Lyondell Chemical Co. v. Ryan, 970 a.2d 235 (Del. 2009)
    Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173,1986 Del. LEXIS 1053 (Del. 1986)
    Ryan v. Gifford, 918 A.2d 341, 2007 Del. Ch. LEXIS 22 (Del. Ch. 2007)
    Smith v. Van Gorkom, 488 A.2d 858, 1985 Del. LEXIS 421, Fed. Sec.L. Rep. (CCH) P91921, 46 A.L.R.4th 821 (Del. 1985)
    Unitrin, Inc. v. American General Corp. (In re Unitrin, Inc.), 651 A.2d 1361, 1995 Del. LEXIS 13 (Del. 1995)
    Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946, 1985 Del. LEXIS 482 (Del. 1985)
    Weinberger v. UOP, Inc., 457 A.2d 701, 1983 Del. LEXIS 371 (Del.1983)

    Other Reference Materials
    Sarbanes-Oxley Act of 2002
    Links to The Combined Code from the UK
    Links to The NYSE Requirements for Corporate Governance
    Sources for Corporate Governance Abroad
    International Corporate Governance Codes
    Sources for Board Minutes and Directors' Notes
    2010 Foreword
    2011 Foreword
    2012 Foreword
    2013 Foreword
    2014 Foreword
    2015 Foreword
    Tom Dougherty has been a partner at Skadden, Arps since 1984. He specializes in representation and defense of companies and their officers, directors, underwriters and auditors. He has been involved from the boardroom to the courtroom in many significant jury and judge-tried cases litigated in the past twenty-five years, including litigating in defense of corporate actions and disclosures, proxy contests, hostile takeover cases and numerous class action defenses. Tom Dougherty was born in Boston and educated at local parochial schools and Holy Cross College. He then attended Oxford University as a Marshall Scholar and received a B. Phil. degree in economics. He was also named a Danforth Foundation Fellow and Woodrow Wilson Fellow at that time. He attended Harvard Law School, graduating in 1976, and subsequently was a law clerk to Stephen Breyer, then a judge on the U.S. Court of Appeals for the First Circuit, now a Supreme Court Justice.
    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® California Laws Governing Business Entities, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound, Print Book
      ISBN: 9781632843470

      $79 {"prodid": "58882", "pubstatus" : "132", "sku" : "SKU58882"}
    • Format: Electronic book: epub
      ISBN: 9781632843487

      $79 {"prodid": "58882", "pubstatus" : "132", "sku" : "sku-us-ebook-25401-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781632843487

      $79 {"prodid": "58882", "pubstatus" : "132", "sku" : "sku-us-ebook-25401-mobi"}
    • Full Description
    • Table of Contents
    • Author/Contributor

    CSC® California Laws Governing Business Entities, 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC� Publishing brings you California Laws Governing Business Entities, 2016 Edition. This book can help you to conduct research more effectively, complete transactions more efficiently, and better advise your clients. You will not find a more comprehensive collection of annotated business entity statutes for the state of California.

    FEATURES:

    Easily access important business entity law
    You'll find the statutes, rules, forms and opinions that you need to transact California business.

    Instantly pinpoint statutory changes
    Use the Table of Sections Affected to find changes quickly. Blackline amendment notes after each amended section pinpoint additions and deletions.

    Identify new case annotations
    The Table of New Annotations and change bars highlight the most recently added material and let you quickly identify key California cases.

    Gain insight
    Legislative analyses prepared by California business law experts provide valuable insight regarding changes to California business laws.

    Access forms
    Fillable PDF forms are located on the companion CD-ROM.

    CONTENT

    General Corporation Law
    Nonprofit Corporation Law
    Consumer Cooperative Corporations
    Professional Corporations
    Revised Uniform Limited Partnership Act of 2008
    Limited Liability Company Act
    Real Estate Investment Trusts
    Corporate Securities Law
    Uniform Commercial Code
    Full Text of Selected Opinions

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    To learn more about other CSC� Publishing products, please visit www.lexisnexis.com/csc.

    Pub Number: 25401

    VOLUME ONE

    Acknowledgments
    Table Of Sections Affected By 2015 Legislation
    Table of New Annotations

    Analysis Of 2015 Legislative Changes To California Laws Governing Business Entities

    California Cases Summary

    Corporations Code

    Title 1. Corporations
    Title 2. Partnerships
    Title 2.5. Limited Liability Companies
    Title 3. Unincorporated Associations
    Title 4. Securities
    Title 65. Subversive Organization Registration Law

    Selected Material From:

    Uniform Commercial Code
    California Constitution
    Business And Professions Code
    Civil Code
    Code Of Civil Procedure
    Evidence Code
    Government Code
    Revenue And Taxation Code

    Appendix A: Administrative Rulings
    Appendix B: Cases (Full text of the following cases; full text of cases can also be found on (CD-ROM)
    Appendix C: Business Entity Forms

    Index
    Allan B. Duboff is a partner in the Los Angeles office of Loeb & Loeb LLP. Mr. Duboff was a member of the California State Bar drafting committee for the Beverly-Killea Limited Liability Company Act, served as the editor of the State Bar's Guide to Organizing and Operating a Limited Liability Company in California and has written extensively on matters relating to forms of entities and their operation. Mr. Duboff is the Treasurer of the Business Law Section Executive Committee of the California State Bar, is a liaison to the Partnerships and Limited Liability Company Committee of the Business Law Section and has served as Chair of the Business and Corporations Law Section of the Los Angeles County Bar Association.
    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • Symonds & O'Toole on Delaware Limited Liability Companies, Second Edition

    Author : Robert L. Symonds, Jr., Matthew J. O'Toole

    Publisher : Corporation Service Company

    Available Formats :
    • Format: , Print Book
      ISBN: 9781632811141

      $349 {"prodid": "prod21680699", "pubstatus" : "132", "sku" : "sku10670646"}
    • Format: Electronic book: epub
      ISBN: 9781632825254

      $349 {"prodid": "prod21680699", "pubstatus" : "132", "sku" : "sku-us-ebook-28378-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781632825254

      $349 {"prodid": "prod21680699", "pubstatus" : "132", "sku" : "sku-us-ebook-28378-mobi"}
    • Full Description
    • Table of Contents
    • Author/Contributor

    Symonds & O'Toole on Delaware Limited Liability Companies, Second Edition
    View a sample of this title using the ReadNow feature

    This updated work helps provide the best possible representation and advice to your clients who are looking to make the most of Delaware LLCs.

    •   Discussion of the statute and case law.
    •   Legal analysis and practice recommendations.
    •   Appendices that include the current Act, historical versions of the statute, legislative history, and up-to-date forms.

    Coverage includes: LLC Formation and Organization; Drafting the LLC Agreement; Financing the LLC; Members and Managers; Ownership, Voting and LLC interests; Indemnification and Other Liability Protections; Fiduciary Duties; Series LLCs; Creditors' Rights, Protections and Remedies; Mergers, Conversions and Other Creditors' Rights, Protections and Remedies; Mergers, Conversions and Other Fundamental Transactions; Dissolution, Winding Up and Termination of the LLC.

    Chapter 1 INTRODUCTION: HISTORY AND STRUCTURE OF THE DLLC ACT; POPULARITY AND USES OF DELAWARE LLCs

    § 1.01 - HISTORY OF THE DLLC ACT
    § 1.02 - POPULARITY OF DELAWARE LIMITED LIABILITY COMPANIES
    § 1.03 - NATURE AND STRUCTURE OF THE DLLC ACT
    § 1.04 - BRIEF OVERVIEW OF DELAWARE LIMITED LIABILITY COMPANIES
    § 1.05 - SOME OBSERVATIONS ON THE VARIOUS USES OF DELAWARE LIMITED LIABILITY COMPANIES

    Chapter 2 FORMATION AND POWERS

    § 2.01 - FORMATION OF A DELAWARE LIMITED LIABILITY COMPANY, GENERALLY
    § 2.02 - CERTIFICATE OF FORMATION
    § 2.03 - SUBSTANTIAL COMPLIANCE STANDARD APPLICABLE TO FORMATION
    § 2.04 - TIME OF FORMATION
    § 2.05 - SEPARATE LEGAL ENTITY
    § 2.06 - POWERS OF A DELAWARE LIMITED LIABILITY COMPANY, GENERALLY
    § 2.07 - EXPLICIT POWERS OF A DELAWARE LIMITED LIABILITY COMPANY
    § 2.08 - IMPLIED POWERS OF A DELAWARE LIMITED LIABILITY COMPANY
    § 2.09 - RESTRICTIONS ON POWERS OF A DELAWARE LIMITED LIABILITY COMPANY
    § 2.10 - ULTRA VIRES DOCTRINE
    § 2.11 - ADDRESSING POWER AND AUTHORITY MATTERS IN THE LIMITED LIABILITY COMPANY AGREEMENT
    § 2.12 - JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 3 FILING OF DOCUMENTS WITH THE DELAWARE SECRETARY OF STATE

    § 3.01 - DOCUMENTS FILED WITH THE DELAWARE SECRETARY OF STATE UNDER THE DLLC ACT
    § 3.02 - EXECUTION OF DOCUMENTS FILED WITH THE DELAWARE SECRETARY OF STATE UNDER THE DLLC ACT
    § 3.03 - FILING OF DOCUMENTS WITH THE DELAWARE SECRETARY OF STATE UNDER THE DLLC ACT

    Chapter 4 THE LIMITED LIABILITY COMPANY AGREEMENT

    § 4.01 - DEFINITION, NATURE, AND FUNCTION OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.02 - FORM OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.03 - PARTIES TO LIMITED LIABILITY COMPANY AGREEMENT
    § 4.04 - EXECUTION OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.05 - TIME OF ENTERING INTO, AND EFFECTIVE TIME OF, LIMITED LIABILITY COMPANY AGREEMENT
    § 4.06 - AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.07 - EFFECT OF DEFAULT RULES AND OTHER PROVISIONS UNDER THE DLLC ACT
    § 4.08 - DRAFTING THE LIMITED LIABILITY COMPANY AGREEMENT
    § 4.09 - FREEDOM OF CONTRACT AND ENFORCEABILITY OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.10 - JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 5 MEMBERS, ASSIGNEES, AND LIMITED LIABILITY COMPANY INTERESTS

    PART A: MEMBERS


    § 5.01 - MEMBERS GENERALLY
    § 5.02 - ADMISSION OF MEMBERS
    § 5.03 - LIABILITY OF EMBERS
    § 5.04 - CESSATION OF MEMBERSHIP
    § 5.05 - CLASSES AND GROUPS OF MEMBERS
    § 5.06 - DEALINGS BETWEEN MEMBER AND LIMITED LIABILITY COMPANY
    § 5.07 - MEMBERS SUBJECT TO CHANGES IN THE DLLC ACT

    PART B: LIMITED LIABILITY COMPANY INTERESTS

    § 5.08 - LIMITED LIABILITY COMPANY INTERESTS, GENERALLY
    § 5.09 - CLASSES OR GROUPS OF LIMITED LIABILITY COMPANY INTERESTS
    § 5.10 - TERMS RELATING TO LIMITED LIABILITY COMPANY INTERESTS
    § 5.11 - DENOMINATION OF LIMITED LIABILITY COMPANY INTERESTS
    § 5.12 - NATURE OF A LIMITED LIABILITY COMPANY INTEREST
    § 5.13 - ASSIGNABILITY OF LIMITED LIABILITY COMPANY INTERESTS
    § 5.14 - CERTIFICATE OF LIMITED LIABILITY COMPANY INTEREST
    § 5.15 - CREATION AND ISSUANCE OF LIMITED LIABILITY COMPANY INTERESTS AND RELATED RIGHTS
    § 5.16 - LIMITED LIABILITY COMPANY’S ACQUISITION OF ITS OWN LIMITED LIABILITY COMPANY INTERESTS
    § 5.17 - ESTABLISHMENT OF RECORD DATE

    PART C: ASSIGNEES

    § 5.18 - ASSIGNEES, GENERALLY
    § 5.19 - RIGHTS AND LIABILITIES OF ASSIGNEES
    § 5.20 - LIMITED LIABILITY COMPANY ITSELF AS HOLDER OF A LIMITED LIABILITY COMPANY INTEREST

    PART D: CREDITORS' RIGHTS; SERIES

    § 5.21 - RIGHTS OF CREDITORS OF MEMBERS AND ASSIGNEES
    § 5.22 - SERIES OF MEMBERS, LIMITED LIABILITY COMPANY INTERESTS AND ASSETS

    Chapter 6 FINANCE

    § 6.01 - DEBT FINANCING
    § 6.02 - DEFENSE OF USURY UNAVAILABLE TO A DELAWARE LIMITED LIABILITY COMPANY
    § 6.03 - "EQUITY" FINANCING
    § 6.04 - OTHER FINANCING TRANSACTIONS
    § 6.05 - CONTRIBUTIONS TO A DELAWARE LIMITED LIABILITY COMPANY

    Chapter 7 DISTRIBUTIONS

    § 7.01 - LIMITATIONS ON DISTRIBUTIONS BY DELAWARE LIMITED LIABILITY COMPANIES
    § 7.02 - RIGHTS TO RECEIVE DISTRIBUTIONS
    § 7.03 - FORM OF DISTRIBUTION
    § 7.04 - MECHANICS OF DISTRIBUTIONS
    § 7.05 - LIABILITY FOR RECEIPT OF UNLAWFUL DISTRIBUTION
    § 7.06 - LIABILITY FOR AUTHORIZING UNLAWFUL DISTRIBUTION

    Chapter 8 ASSIGNMENTS OF INTERESTS

    § 8.01 - ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS
    § 8.02 - ASSIGNMENT OF MEMBERSHIP
    § 8.03 - ASSIGNMENT OF OTHER RIGHTS, INTERESTS, AND DUTIES UNDER THE LIMITED LIABILITY COMPANY AGREEMENT
    § 8.03 - POWERS OF PERSONAL REPRESENTATIVE

    Chapter 9 MANAGEMENT

    § 9.01 - MANAGEMENT OVERVIEW
    § 9.02 - MANAGERS
    § 9.03 - DELEGATEES AND OTHERS POSSESSING MANAGEMENT AUTHORITY
    § 9.04 - MANAGEMENT AND VOTING RIGHTS AND POWERS; MANAGEMENT DUTIES
    § 9.05 - APPOINTMENT, RESIGNATION, AND REMOVAL OF MANAGERS
    § 9.06 - BINDING EFFECT OF LIMITED LIABILITY COMPANY AGREEMENT ON MANAGERS
    § 9.07 - INFORMATION ACCESS RIGHTS
    § 9.08 - SPECIFIC REMEDIES AGAINST MANAGERS; LIABILITY PROTECTIONS FOR MANAGERS
    § 9.09 - DERIVATIVE ACTIONS
    § 9.10 - MANAGEMENT OF A SERIES LIMITED LIABILITY COMPANY
    § 9.11 - MANAGEMENT OF A DISSOLVED LIMITED LIABILITY COMPANY
    § 9.12 - APPOINTMENT OF TRUSTEE OR RECEIVER FOR LIMITED LIABILITY COMPANY
    § 9.13 - SERVICE OF PROCESS ON MANAGERS AND OTHERS
    § 9.14 - SUBJECT MATTER JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 10 [RESERVED]

    Chapter 11 INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND RELATED MATTERS

    § 11.01 - LIMITED LIABILITY COMPANY POWERS
    § 11.02 - RIGHTS TO INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
    § 11.03 - OTHER PROTECTION FROM LIABILITY
    § 11.04 - JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 12 BOOKS AND RECORDS

    § 12.01 - RECORDS REQUIRED UNDER THE DLLC ACT
    § 12.02 - SUGGESTED RECORDS REGARDING LIMITED LIABILITY COMPANY'S INTERNAL AFFAIRS
    § 12.03 - FORM OF LIMITED LIABILITY COMPANY RECORDS
    § 12.04 - LOCATION OF LIMITED LIABILITY COMPANY RECORDS
    § 12.05 - RECORDKEEPING RESPONSIBILITY
    § 12.06 - LIMITED LIABILITY COMPANY SEAL
    § 12.07 - INFORMATION ACCESS RIGHTS OF MEMBERS AND MANAGERS
    § 12.08 - INFORMATION ACCESS RIGHTS OF NON-MEMBERS AND NON-MANAGERS
    § 12.09 - CONFIDENTIALITY

    Chapter 13 [RESERVED]

    Chapter 14 FUNDAMENTAL TRANSACTIONS

    § 14.01 - CERTIFICATE OF FORMATION
    § 14.02 - AMENDMENTS AND OTHER CHANGES EFFECTED BY REGISTERED AGENT
    § 14.03 - LIMITED LIABILITY COMPANY AGREEMENT
    § 14.04 - MERGER AND CONSOLIDATION
    § 14.05 - CONVERSION
    § 14.06 - TRANSFER, DOMESTICATION, AND CONTINUANCE
    § 14.07 - DISPOSITIONS OF LIMITED LIABILITY COMPANY ASSETS
    § 14.08 - APPRAISAL RIGHTS
    § 14.09 - BANKRUPTCY AND INSOLVENCY PROCEEDINGS
    § 14.10 - REVIVAL OF A DELAWARE LIMITED LIABILITY COMPANY
    § 14.11 - CERTIFICATE OF CORRECTION AND CORRECTED CERTIFICATE
    § 14.12 - CANCELLATION OR AMENDMENT OF A CERTIFICATE WITH A FUTURE EFFECTIVE TIME
    § 14.13 - OTHER FUNDAMENTAL TRANSACTIONS
    § 14.14 - DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE

    Chapter 15 CREDITOR RIGHTS, PROTECTIONS, AND REMEDIES

    § 15.01 - RIGHTS UNDER THE LIMITED LIABILITY COMPANY AGREEMENT
    § 15.02 - STATUTORY RIGHT TO ENFORCE MEMBER OBLIGATION TO CONTRIBUTE OR RETURN ASSETS
    § 15.03 - STATUTORY LIMITATIONS ON LIMITED LIABILITY COMPANY DISTRIBUTIONS
    § 15.04 - STATUTORY PRESERVATION OF CREDITOR RIGHTS AND LIENS
    § 15.05 - LIABILITY OF MEMBERS AND OTHERS FOR LIMITED LIABILITY COMPANY DEBTS AND OBLIGATIONS
    § 15.06 - UNAVAILABILITY OF THE DEFENSE OF USURY
    § 15.07 - APPOINTMENT OF TRUSTEE OR RECEIVER FOR LIMITED LIABILITY COMPANY
    § 15.08 - CREDITORS OF MEMBERS, ASSIGNEES, AND MANAGERS
    § 15.09 - CREDITORS' LACK OF STANDING TO ASSERT CERTAIN CLAIMS

    Chapter 16 DISSOLUTION, WINDING UP, AND TERMINATION

    § 16.01 - LIMITED LIABILITY COMPANY EXISTENCE, DISSOLUTION, WINDING UP, AND TERMINATION, GENERALLY
    § 16.02 - CAUSES OF DISSOLUTION
    § 16.03 - SPECIFIC EVENTS THAT DO NOT CAUSE DISSOLUTION ABSENT CONTRARY AGREEMENT
    § 16.04 - DISSOLUTION SAFEGUARDS AND FLEXIBILITY TO AVOID DISSOLUTION
    § 16.05 - CONSEQUENCES OF DISSOLUTION
    § 16.06 - WINDING UP
    § 16.07 - TERMINATION OF LIMITED LIABILITY COMPANY
    § 16.08 - CERTIFICATE OF CANCELLATION
    § 16.09 - POST-TERMINATION MATTERS

    Chapter 17 TAXATION AND FEES UNDER THE DLLC ACT

    § 17.01 - ANNUAL TAX UNDER THE DLLC ACT
    § 17.02 - CONSEQUENCES OF FAILURE TO PAY ANNUAL TAX
    § 17.03 - MATTERS NOT AFFECTED BY FAILURE TO PAY ANNUAL TAX
    § 17.04 - FEES PAYABLE UNDER THE DLLC ACT
    § 17.05 - CLASSIFICATION OF LIMITED LIABILITY COMPANIES, MEMBERS, AND ASSIGNEES FOR PURPOSES OF DELAWARE TAXATION

    Chapter 18 FOREIGN LIMITED LIABILITY COMPANIES

    § 18.01 - DEFINITION OF FOREIGN LIMITED LIABILITY COMPANY
    § 18.02 - LAW GOVERNING FOREIGN LIMITED LIABILITY COMPANIES
    § 18.03 - REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANIES
    § 18.04 - DOING BUSINESS IN DELAWARE
    § 18.05 - SERVICE OF PROCESS ON A FOREIGN LIMITED LIABILITY COMPANY IN DELAWARE
    § 18.06 - TAXATION OF FOREIGN LIMITED LIABILITY COMPANIES

    Chapter 19 MISCELLANEOUS PROVISIONS: DEFINITIONS, RULES OF CONSTRUCTION, RESERVED POWER, AND SERVICE OF PROCESS

    § 19.01 - DEFINITIONS IN THE DLLC ACT
    § 19.02 - CONSTRUCTION OF THE DLLC ACT AND THE LIMITED LIABILITY COMPANY AGREEMENT
    § 19.03 - RESERVED POWER OF THE STATE OF DELAWARE
    § 19.04 - SHORT TITLE
    § 19.05 - SERVICE OF PROCESS ON A DELAWARE LIMITED LIABILITY COMPANY

    APPENDIX A CURRENT DLLC ACT WITH 2010 AMENDMENTS (BLACKLINED)

    APPENDIX B HISTORY OF THE DLLC ACT: LEGISLATIVE BILLS

    APPENDIX C HISTORY OF THE DLLC ACT: ANNUAL VERSIONS OF THE STATUTE

    APPENDIX D FORM DOCUMENTS

    Table 1 TABLE OF STATUTES

    Table 2 "DEFAULT RULES" UNDER THE DELAWARE LIMITED LIABILITY COMPANY ACT

    Table 3 PROVISIONS OF THE DELAWARE LIMITED LIABILITY COMPANY ACT THAT EXPRESSLY PERMIT PARTICULAR CONTRACTUAL TERMS IN THE LIMITED LIABILITY COMPANY AGREEMENT

    Table 4 TABLE OF CASES

    Index

    Robert L. Symonds, Jr. and Matthew J. O'Toole are partners at Potter Anderson & Corroon LLP in Wilmington, Delaware (www.potteranderson.com). Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. He is a former chairman and along with Mr. O'Toole is a long-time member of the Delaware State Bar Association committee responsible for proposing amendments to that statute and the Delaware's limited partnership and general partnership laws.
    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® California Laws Governing Business Entities, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound, Print Book
      ISBN: 9781632843470

      $79 {"prodid": "58882", "pubstatus" : "132", "sku" : "SKU58882"}
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      ISBN: 9781632843487

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      ISBN: 9781632843487

      $79 {"prodid": "58882", "pubstatus" : "132", "sku" : "sku-us-ebook-25401-mobi"}
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    CSC® California Laws Governing Business Entities, 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC� Publishing brings you California Laws Governing Business Entities, 2016 Edition. This book can help you to conduct research more effectively, complete transactions more efficiently, and better advise your clients. You will not find a more comprehensive collection of annotated business entity statutes for the state of California.

    FEATURES:

    Easily access important business entity law
    You'll find the statutes, rules, forms and opinions that you need to transact California business.

    Instantly pinpoint statutory changes
    Use the Table of Sections Affected to find changes quickly. Blackline amendment notes after each amended section pinpoint additions and deletions.

    Identify new case annotations
    The Table of New Annotations and change bars highlight the most recently added material and let you quickly identify key California cases.

    Gain insight
    Legislative analyses prepared by California business law experts provide valuable insight regarding changes to California business laws.

    Access forms
    Fillable PDF forms are located on the companion CD-ROM.

    CONTENT

    General Corporation Law
    Nonprofit Corporation Law
    Consumer Cooperative Corporations
    Professional Corporations
    Revised Uniform Limited Partnership Act of 2008
    Limited Liability Company Act
    Real Estate Investment Trusts
    Corporate Securities Law
    Uniform Commercial Code
    Full Text of Selected Opinions

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

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    Pub Number: 25401

    VOLUME ONE

    Acknowledgments
    Table Of Sections Affected By 2015 Legislation
    Table of New Annotations

    Analysis Of 2015 Legislative Changes To California Laws Governing Business Entities

    California Cases Summary

    Corporations Code

    Title 1. Corporations
    Title 2. Partnerships
    Title 2.5. Limited Liability Companies
    Title 3. Unincorporated Associations
    Title 4. Securities
    Title 65. Subversive Organization Registration Law

    Selected Material From:

    Uniform Commercial Code
    California Constitution
    Business And Professions Code
    Civil Code
    Code Of Civil Procedure
    Evidence Code
    Government Code
    Revenue And Taxation Code

    Appendix A: Administrative Rulings
    Appendix B: Cases (Full text of the following cases; full text of cases can also be found on (CD-ROM)
    Appendix C: Business Entity Forms

    Index
    Allan B. Duboff is a partner in the Los Angeles office of Loeb & Loeb LLP. Mr. Duboff was a member of the California State Bar drafting committee for the Beverly-Killea Limited Liability Company Act, served as the editor of the State Bar's Guide to Organizing and Operating a Limited Liability Company in California and has written extensively on matters relating to forms of entities and their operation. Mr. Duboff is the Treasurer of the Business Law Section Executive Committee of the California State Bar, is a liaison to the Partnerships and Limited Liability Company Committee of the Business Law Section and has served as Chair of the Business and Corporations Law Section of the Los Angeles County Bar Association.
    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® Delaware Laws Governing Business Entities, Volumes 1 & 2, Spring 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: 2 Softbound Volumes with CD-ROM, Print Book with CD

      ISBN: 9781522107934

      $119 {"prodid": "58559", "pubstatus" : "132", "sku" : "SKU58559"}
    • Format: Electronic book: epub
      ISBN: 9781522107989

      $119 {"prodid": "58559", "pubstatus" : "132", "sku" : "sku-us-ebook-25410-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781522107989

      $119 {"prodid": "58559", "pubstatus" : "132", "sku" : "sku-us-ebook-25410-mobi"}
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    CSC® Delaware Laws Governing Business Entities, Volumes 1 & 2, Spring 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you Delaware Laws Governing Business Entities. This annotated book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES Easily Access the Most Important Business Entity Law
    You'll find all the statutes, rules, forms, and opinions that you need to transact Delaware business.

    Instantly Pinpoint Statutory Changes
    Use the Table of Sections Affected to find changes quickly. Blackline Amendment notes after each amended section show additions and deletions.

    Identify New Case Annotations
    The Table of New Annotations and change bars highlight the most recently added material and let you quickly identify key Delaware cases.

    Quickly Find Required Fees and Forms
    The Amounts Payable summary provides a snapshot of fees for different entities.

    Companion CD-ROM
    PDF forms for all entity types are located on this new CD-ROM.

    CONTENT

    Volume 1 (Annotated Statutes and Rules) features the following statutory content:
    • General Corporation Law
    • Revised Uniform Partnership Act
    • Revised Uniform Limited Partnership Act
    • Limited Liability Company Act
    • Court of Chancery
    • Uniform Commercial Code (Articles 1, 8 and 9)

    Volume 2 (Annotations from All State and Federal Courts) features published and unpublished annotations from State and Federal Courts citing Delaware business entity law. Also included is the full text of recent key Delaware business opinions.

    IN THIS SPRING 2016 EDITION
    • Updated through Chapter 201 of the 148th Session of the Delaware General Assembly, including numerous amendments to the professional service corporations law.
    • Chancery Court Rules updated through February 12, 2016.
    • Over 200 new case annotations from Delaware courts and other federal and state courts applying Delaware law.
    • Five new full text cases focusing on the latest legal developments regarding corporate acquisitions, valuation, demand refusal, ratification of corporate acts, and direct dilution claims.

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

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    Pub Number: 25410

    Acknowledgments
    Table of Rules and Statutes Affected
    Table of New Annotations


    Amounts Payable by Business Entities under Delaware Law
    Corporations
    General Corporation Law
    Corporation Franchise Tax
    Professional Service Corporations

    Alternative Entities
    Revised Uniform Partnership Act
    Revised Uniform Limited Partnership Act
    Limited Liability Company Act
    Unincorporated Nonprofit Association Act
    Statutory Trust Act

    Delaware Court of Chancery
    Personal Jurisdiction
    Enforcement of Foreign Judgments
    Escheat
    Delaware Choice of Law Statute
    Uniform Commercial Code Articles 1, 8, and 9
    Alternative Dispute Resolution
    Full Text Cases
    Index


    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® Florida Laws Governing Business Entities, 2015 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound with CD-ROM, Print Book
      ISBN: 9781632833563

      $79 {"prodid": "57819", "pubstatus" : "132", "sku" : "SKU57819"}
    • Format: Electronic book: epub
      ISBN: 9781522100096

      $79 {"prodid": "57819", "pubstatus" : "132", "sku" : "sku-us-ebook-25419-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781522100096

      $79 {"prodid": "57819", "pubstatus" : "132", "sku" : "sku-us-ebook-25419-mobi"}
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    • Author/Contributor

    CSC® Florida Laws Governing Business Entities, 2015 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you Florida Laws Governing Business Entities, 2015 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES:

    Easily access the most important business entity laws You'll find all the business statutes, regulations, forms, and opinions that you need to transact business in Florida

    Instantly pinpoint statutory changes
    Use the Table of Sections Affected to find changes quickly

    Gain valuable insight from an expert
    The book features analysis of new Florida legislation concerning business entities prepared by Daniel Jacobson, Esq., a partner in Akerman LLP in Miami.

    Identify new case annotations
    The Table of New Annotations and change bars highlight the most recently added material and let you quickly identify key Florida cases

    Access over 70 legal forms
    Editable PDF forms are located on the companion CD-ROM.

    CONTENT:

    • Business Corporation Act
    • Limited Liability Company Act
    • Revised Uniform Limited Partnership Act
    • Uniform Limited Partnership Act
    • Limited Liability Partnerships
    • Not-For-Profit Corporation Act
    • Corporation Income Tax
    • Securities Transactions
    • Selected sections from the Uniform Commercial Code
    • And more

    IN THIS EDITION:

    • Updated through the 2015 Legislative Session, with over 40 newly enacted or amended sections--newly included this year, chapters from the UCC covering Secured Transactions and Investment Securities.

    • Over two dozen new case annotations summarizing recent judicial developments from Florida courts and federal courts interpreting Florida law.

    • Five new full-text cases focusing on the latest legal developments in limited partnerships, direct actions against shareholders, impairment of not- for-profit corporation contracts, breach of fiduciary duty by an LLC member, and expulsion of an LLC member.

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc.

    Pub Number: 25419

    Table of Contents

    Acknowledgments
    About the Senior Legal Advisors to CSC Publishing
    Table of Sections Affected by 2015 Legislation
    Table of New Annotations

    Title XXXVI. Business Organizations
    Chapter 607. Business Corporation Act

    § 607.0101 to § 607.193
    Chapter 608. Limited Liability Company Act
    § 608.401 to § 608.705
    Chapter 617. Not For Profit Corporation Act
    § 617.01011 to § 617.2105
    Chapter 620. Partnership Laws
    Part I Florida Revised Uniform Limited Partnership Act Of 2005
    § 620.1101 to § 620.2205
    Part II Revised Uniform Partnership Act
    § 620.81001 to § 620.9902
    Chapter 621. Professional Service Corporations And Limited Liability Companies
    § 621.01 to § 621.14

    Title IV. Executive Branch
    Chapter 15. Secretary Of State

    § 15.09

    Title VI. Civil Practice And Procedure
    Chapter 47. Venue

    § 47.051
    Chapter 48. Process And Service Of Process
    § 48.061 to § 48.101, § 48.131, § 48.151, § 48.161, § 48.181, § 48.193 to § 48.196
    Chapter 49. Constructive Service Of Process
    § 49.011 to § 49.12

    Title XIV. Taxation and Finance
    Chapter 220. Income Tax Code

    Part I Title; Legislative Intent; Definitions
    § 220.02 to § 220.03
    Part II Tax Imposed; Apportionment
    § 220.11 to § 220.196
    Part III Returns; Declarations; Records
    § 220.21 to § 220.242
    Part IV Payments
    § 220.31 to § 220.34
    Part V Accounting
    § 220.41 to § 220.44
    Part VI Miscellaneous Provisions
    § 220.51 to § 220.54
    Part VII Special Rules Relating To Taxation Of Banks And Savings Associations
    § 220.62 to § 220.65
    Part VIII Administrative Procedures And Judicial Review
    § 220.701 to § 220.739
    Part IX Penalties, Interest, And Enforcement
    § 220.801 to § 220.829
    Part X Tax Crimes
    § 220.901 to § 220.905

    Title XXXIII. Regulation Of Trade, Commerce, Investments, And Solicitations
    Chapter 517. Securities Transactions

    § 517.011 to § 517.32
    Chapter 540. Commercial Discrimination
    § 540.01 to § 540.08

    Title XXXIX. Commercial Relations

    Chapter 671. Uniform Commercial Code: General Provisions
    § 671.101 to § 671.311

    Chapter 678. Uniform Commercial Code: Investment Securities
    § 678.1011 to § 678.5111

    Chapter 679. Uniform Commercial Code: Secured Transactions
    § 679.1011 to § 679.808

    Chapter 682. Arbitration Code
    § 682.01 to § 682.22

    Title XL. Real And Personal Property
    Chapter 692. Conveyances By Or To Particular Entities
    Part I Conveyances By Corporations
    § 692.01 to § 692.04
    Chapter 717. Disposition Of Unclaimed Property § 717.101, § 717.104, § 717.109 to § 717.119, § 717.12404, § 717.12406, § 717.1311, § 717.1315

    Title XLVI. Crimes
    Chapter 817. Fraudulent Practices
    § 817.15, § 817.155, § 817.19 to § 817.21 Chapter 865. Violations Of Certain Commercial Restrictions
    §865.09

    Appendix A: Cases, Full Text
    Appendix B: Florida Business Entity Forms
    Index

    Editable Florida business entities forms CD-ROM

    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® Illinois Laws Governing Business Entities, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound with CD-ROM, Print Book
      ISBN: 9781522110026

      $87 {"prodid": "58881", "pubstatus" : "132", "sku" : "SKU58881"}
    • Format: Electronic book: epub
      ISBN: 9781522110996

      $87 {"prodid": "58881", "pubstatus" : "132", "sku" : "sku-us-ebook-23943-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781522110996

      $87 {"prodid": "58881", "pubstatus" : "132", "sku" : "sku-us-ebook-23943-mobi"}
    • Full Description
    • Table of Contents
    • Author/Contributor

    CSC® Illinois Laws Governing Business Entities, 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you Illinois Laws Governing Business Entities, 2016 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES

    Easily access the most important business entity laws

    You'll find all the statutes, forms, and opinions that you need to transact business in Illinois.

    Instantly pinpoint statutory changes
    Use the Table of Sections Affected to find changes quickly.
    Identify new case annotations
    The Table of New Annotations and change bars highlight the most recently added material and let you quickly identify key Illinois cases.

    Gain insight
    Legislative analyses prepared by Illinois business law experts give you valuable insight regarding changes to Illinois business laws.

    Find information quickly
    Save time by searching with the expanded index.

    Access forms
    Fillable PDF forms are located on the companion CD-ROM.

    CONTENT

    •  General Corporations Law
    •  Limited Liability Companies
    •  Nonprofit Corporation Law
    •  Partnerships
    •  Associations
    •  Names and Records
    •  Securities Law of 1953
    •  Secured Transactions and Investment Security provisions of the Uniform Commercial Code
    •  And more

    IN THIS EDITION

    •  Over 50 sections added or amended by the 2015 legislative session, including the new Professional Limited Liability Company Act
    •  More than 40 new case annotations from state and federal court decisions
    •  New in 2016—selected sections from the Criminal Code, Code of Criminal Procedure and Code of Civil Procedure relating to corporations
    •  Full text of five significant cases covering recent legal developments regarding derivative claims, actions against dissolved corporations, service of process on an LLC, piercing the corporate veil, and liability for a subsidiary

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc.

    Pub Number: 23943
    Table of Contents

    Acknowledgments
    Table of Sections Affected By 2015 Legislation
    Table of New Annotations
    Analysis of 2015 Legislative Changes to Illinois Business Entities Laws

    Illinois Cases Summary

    Chapter 805.  Business Organizations

    Corporations
    Nonprofit Corporations
    Limited Liability Companies
    Partnerships
    Associations
    Names and Records

    Constitution of the State of Illinois

    Chapter 705.  Courts

    Chapter 720.  Criminal Offenses

    Chapter 725.  Criminal Procedure

    Chapter 735.  Civil Procedure

    Chapter 765.  Property

    Chapter 810.  Commercial Code

    Chapter 815.  Illinois Securities Law of 1953

    Appendix A:  Cases Appendix B:  Illinois Business Entity Forms

    Index

    Fillable Illinois Business Entity Forms - CD-ROM
    Full Text of Featured Cases - CD-ROM


    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® Maryland & the District of Columbia Laws Governing Business Entities, 2015 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound with CD-ROM, Print Book
      ISBN: 9781632833570

      $79 {"prodid": "58280", "pubstatus" : "132", "sku" : "SKU58280"}
    • Format: Electronic book: epub
      ISBN: 9781522100386

      $79 {"prodid": "58280", "pubstatus" : "132", "sku" : "sku-us-ebook-26470-epub"}
    • Format: Electronic book: mobi
      ISBN: 9781522100386

      $79 {"prodid": "58280", "pubstatus" : "132", "sku" : "sku-us-ebook-26470-mobi"}
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    CSC® Maryland & the District of Columbia Laws Governing Business Entities, 2015 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you Maryland & DC Laws Governing Business Entities, 2015 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES:

    Easily access the most important business entity laws
    You'll find all the statutes, rules, forms, and opinions that you need to transact business in these jurisdictions.

    Instantly pinpoint statutory changes.
    Use the Table of Sections Affected to find the latest amended and enacted statutes.

    Identify new case annotations quickly
    The Table of New Annotations and change bars highlight the most recently added material and let you quickly identify key Maryland and the District of Columbia business entity cases.

    Gain insight with expert analysis
    In-depth analyses of recent Maryland and DC legislative and judicial developments by James J. Hanks, Jr., a partner at Venable LLP

    Access over 300 useful legal forms
    Editable PDF forms are included on the companion CD-ROM.

    CONTENT:

    Maryland
    • General Corporations Law
    • Limited Liability Company Act
    • Uniform Partnership Act
    • Limited Partnership Act
    • Business Trusts
    • Uniform Commercial Code
    • And more

    DC
    • Business Organizations
    • Limited Liability Companies
    • Partnerships
    • Uniform Commercial Code
    • And more

    IN THIS EDITION:

    • All the 2015 amendments to the Maryland General Corporation Law and the District of Columbia Business Corporation Act.

    • Over 35 new case notes from Maryland, DC and federal courts.

    • Seven full-text cases concerning recent legal developments in topics including derivative suits, foreign corporations, minority shareholders, jurisdiction over parent corporations, and shareholder rights of inspection.

    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc.

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub Number: 26470

    Acknowledgments
    About the Senior Legal Advisors to CSC® Publishing

    Maryland

    Table of Contents
    Table of Sections Affected by 2015 Legislation
    Table of New Annotations
    2015 Legislative and Judicial Developments
    General Corporation Law
    Limited Liability Companies
    Partnerships
    Statutory Trusts
    Related Laws
    Index

    District of Columbia
    Table of Contents
    Table of Sections Affected by 2015 Legislation
    Table of New Annotations
    2015 Legislative and Judicial Developments
    Business Corporation Act/Business Organizations
    Limited Liability Companies
    Partnerships
    Related Laws
    Index

    Appendix: Forms Table
    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® Massachusetts Laws Governing Business Entities, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound with CD-ROM, Print Book with CD
      ISBN: 9781522110040

      $87 {"prodid": "58887", "pubstatus" : "132", "sku" : "SKU58887"}
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      ISBN: 9781522110989

      $87 {"prodid": "58887", "pubstatus" : "132", "sku" : "sku-us-ebook-25015-epub"}
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      ISBN: 9781522110989

      $87 {"prodid": "58887", "pubstatus" : "132", "sku" : "sku-us-ebook-25015-mobi"}
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    • Table of Contents
    • Author/Contributor

    CSC® Massachusetts Laws Governing Business Entities, 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you Massachusetts Laws Governing Business Entities, 2016 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES

    Easily access the most important business entity laws
    You'll find all the up-to-date statutes and forms that you need to transact business in Massachusetts.

    Instantly pinpoint statutory changes
    Use the Table of Sections Affected and amendment notes to find legislative changes quickly.

    Quickly identify new case notes
    The Table of New Annotations and change bars highlight new case notes interpreting Massachusetts business law.

    Other time-saving features include an expanded index and a companion CD-ROM containing hundreds of fillable forms.

    IN THIS EDITION

    •   Updated through Acts 2016, Chapter 82.
    •   Over 35 new case notes from Massachusetts and federal courts.
    •   Six full-text cases concerning recent legal developments regarding sellers of securities, Securities Act violations, arbitration awards, shareholder inspection of records, sale of a corporation, and proxies
    •   Companion CD-ROM containing over 160 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types.

    CONTENT

    •   The Massachusetts Business Corporation Act, Drafters' comments and MGL C. 156D Regulations
    •   Limited Liability Company Act
    •   Registered Limited Liability Partnerships
    •   Uniform Limited Partnership Act
    •   Charitable Corporation Law
    •   Article 1, 8 and 9 of the Uniform Commercial Code
    •   And more

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc.

    Pub Number: 25015

    Foreword
    Acknowledgments
    About the Senior Legal Advisors to CSC® Publishing
    Table of Sections Affected by 2014 Legislation
    Table of New Annotations


    Partnerships
    Chapter 108A.   Partnerships
    Chapter 109.   Limited Partnership

    Corporations — Generally
    Chapter 155.   General Provisions Relative to Corporations
    Chapter 156.   Business Corporations
    Chapter 156A.   Professional Corporations
    Chapter 156B.   Certain Business Corporations

    Limited Liability Companies
    Chapter 156C.   Limited Liability Company Act

    Business Corporation Act
    Chapter 156D.   Business Corporations

    Corporations — Miscellaneous
    Chapter 157.   Co-operative Corporations
    Chapter 157A.   Employee Cooperative Corporations
    Chapter 157B.   Cooperative Housing Corporations
    Chapter 158.   Certain Miscellaneous Corporations
    Chapter 180.   Corporations For Charitable And Certain Other Purposes
    Chapter 182.   Voluntary Associations And Certain Trusts

    Related Laws
    Chapter 63.   Taxation of Corporations
    Chapter 106.   Uniform Commercial Code
    Chapter 110A.   Uniform Securities Act
    Chapter 110C.   Regulation of Take-Over Bids In The Acquisition of Corporations
    Chapter 110D.   Regulation of Control Share Acquisitions
    Chapter 110E.   Regulation of Control Share Acquisitions of Foreign Corporations
    Chapter 110F.   Business Combinations With Interested Shareholders
    Chapter 110H.   Registration and Protection of Trademarks
    Chapter 200A.   Disposition of Unclaimed Property
    Chapter 223.   Commencement of Actions, Service of Process
    Chapter 223A.   Jurisdiction of Courts of the Commonwealth over Persons in Other States and Countries
    Chapter 246.   Trustee Process
    Chapter 251.   Uniform Arbitration Act for Commercial Disputes

    Regulations
    Title 950.   Office of The Secretary of The Commonwealth
    Chapter 111.00   Limited Liability Partnerships
    Chapter 112.00   Limited Liability Companies
    Chapter 113.00   The Massachusetts Business Corporation Act, MGL c. 156D

    Appendix A:   Business Fee Schedule
    Appendix B:   Forms Table

    Index

    CD-ROM:  Fillable Massachusetts Business Entity Forms


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  • CSC® Nevada Laws Governing Business Entities, 2014 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
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      ISBN: 9781630437374

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    CSC® Nevada Laws Governing Business Entities, 2014 Edition
    View a sample of this title using the ReadNow feature

    CSC� Publishing brings you Nevada Laws Governing Business Entities, 2014 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES

    Easily access the most important business entity laws
    You'll find all the business entity statutes, rules, forms, and opinions that you need to transact business in Nevada.

    Instantly pinpoint statutory changes
    Use the Table of Sections Affected to find changes quickly.

    Gain insight
    Legislative analyses prepared by Nevada business law experts give you valuable insight regarding changes to Nevada business entity laws.

    Find information quickly
    Save time searching with the expanded index.

    Access forms
    Editable PDF forms are located on the companion CD-ROM.

    CONTENT

    •  Business Associations, Securities & Commodities
    •  Fiduciaries
    •  Licensing and Control of Gaming
    •  Mining Corporations and Partnerships
    •  Doing Business Under Assumed or Fictitious Name
    •  Development Corporations

    IN THIS EDITION

    •  Changes to over 200 statutes in the Business Associations Title and Related Titles,including the new chapter on Benefit corporations and new requirements for registered agents and electronic meetings.
    •  Updated with the latest case notes.
    •  Companion CD-ROM contains over 90 Nevada forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types.


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    Pub Number: 28508
    Sections Affected By 2013 Legislation

    Analysis Of Select 2013 Legislative Changes To Nevada Laws Governing Business Entities

    Title 7. Business Associations; Securities; Commodities.
    Chapter 75. General Provisions
    §§ 75.010 to 75.300

    Chapter 75A. State Business Portal
    §§ 75A.100 to 75A.300

    Chapter 76. State Business Licenses
    §§ 76.010 to 76.180

    Chapter 77. Model Registered Agents Act
    §§ 77.010 to 77.460

    Chapter 78. Private Corporations
    §§ 78.010 to 78.795

    Chapter 78A. Close Corporations
    §§ 78A.001 to 78A.200

    Chapter 78B. Benefit Corporations
    §§ 78B.010 to 78B.190

    Chapter 80. Foreign Corporations
    §§ 80.001 to 80.280

    Chapter 81. Miscellaneous Organizations
    §§ 81.001 to 81.890

    Chapter 82. Nonprofit Corporations
    §§ 82.006 to 82.690

    Chapter 83. Cemetery Associations
    [Repealed]

    Chapter 84. Corporations Sole
    §§ 84.002 to 84.150

    Chapter 85. Hospitals and Charitable Asylums
    [Repealed]

    Chapter 86. Limited-Liability Companies
    §§ 86.010 to 86.590

    Chapter 87. Partnerships
    §§ 87.001 to 87.565

    Chapter 87A. Uniform Limited Partnership Act (2001)
    §§ 87A.005 to 87A.700

    Chapter 88. Uniform Limited Partnership Act §§ 88.010 to 88.650

    Chapter 88A. Business Trusts
    §§ 88A.010 to 88A.940

    Chapter 89. Professional Entities and Associations
    §§ 89.010 to 89.270

    Chapter 90. Securities (Uniform Act)
    §§ 90.010 to 90.860

    Chapter 91. Commodities
    §§ 91.010 to 91.340

    Chapter 92A. Mergers, Conversions, Exchanges and Domestications
    §§ 92A.005 to 92A.500

    Constitution of the State of Nevada.
    Art. 8. Municipal and Other Corporations
    §§ 1 to 10

    Title 2. Civil Practice.

    Chapter 11. Limitation of Actions
    § 11.380

    Chapter 14. Commencement of Actions
    §§ 14.020, 14.030

    Title 3. Remedies; Special Actions and Proceedings.

    Chapter 31. Attachment, Garnishment and Other Extraordinary Remedies
    § 31.293

    Chapter 35. Quo Warranto
    §§ 35.010 to 35.270

    Chapter 41. Actions and Proceedings in Particular Cases Concerning Persons
    § 41.520

    Title 13. Guardianships; Conservatorships; Trusts.

    Chapter 162. Fiduciaries
    §§ 162.010 to 162.310

    Title 14. Procedure in Criminal Cases.

    Chapter 175. Trial
    § 175.241

    Title 15. Crimes and Punishments.

    Chapter 205. Crimes Against Property
    §§ 205.090, 205.105, 205.165, 205.435

    Title 18. State Executive Department.

    Chapter 225. Secretary of State
    §§ 225.083 to 225.085, 225.140

    Title 41. Gaming; Horse Racing; Sporting Events.

    Chapter 463. Licensing and Control of Gaming
    §§ 463.482 to 463.645

    Title 46. Mines and Minerals.

    Chapter 520. Mining Corporations and Partnerships
    §§ 520.010 to 520.270

    Title 52. Trade Regulations and Practices.

    Chapter 602. Doing Business Under Assumed or Fictitious Name
    §§ 602.010 to 602.090

    Title 55. Banks and Related Organizations.

    Chapter 661. Organizational Requirements
    §§ 661.015 to 661.240

    Chapter 670. Development Corporations
    §§ 670.010 to 670.330

    Title 58. Energy; Public Utilities and Similar Entities.

    Chapter 704. Regulation of Public Utilities Generally
    §§ 704.6672 to 704.6676, 704.673 to 704.683

    Rules Of Civil Procedure For The Nevada District Courts, Rules 23.1, 23.2

    Appendix: Forms Table

    Index

    CD-ROM: Editable Nevada Business Entities Forms

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  • CSC® New Jersey Laws Governing Business Entities, 2015 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound, Print Book
      ISBN: 9781632833594

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      ISBN: 9781632848192

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    CSC® New Jersey Laws Governing Business Entities, 2015 Edition
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    CSC® Publishing brings you New Jersey Laws Governing Business Entities, 2015 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES:

    Easily access the most important business entity laws
    You'll find all the business entity statutes, rules, forms, and opinions that you need to transact business in New Jersey.

    Identify new case annotations
    Chnage bars highlight the most recently added material and let you quickly identify key New Jersey business cases.

    Find information quickly
    Save time searching with the expanded index.

    Access forms
    Fillable PDF forms are located on the companion CD-ROM.

    IN THIS EDITION:

    •  The 2015 Edition features the latest legislative changes through Chapter 109 of the 2015 New Jersey Legislative Session.
    •  The latest case annotations covering diverse issues, including limited liability partnerships, business tax obligations, and management duties and liabilities.
    •  Four full-text cases discussing the latest legal developments regarding a corporation's right to counsel in a criminal case, corporate deductions, liability of limited partners, and pursuit of an LLC's claims by its members and investors.
    •  Companion CD-ROM provides more than 70 New Jersey forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types, many of which were updated in the past year.

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    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub Number: 25400

    Acknowledgments

    Title 14A.  Corporations, General
    Chapter 1.  General Provisions, § 14A:1-1 to § 14A:1-11
    Chapter 2.  Formation, § 14A:2-1 to § 14A:2-10
    Chapter 3.  Powers, § 14A:3-1 to § 14A:3-6
    Chapter 4.  Registered Office and Registered Agent; Annual Report, § 14A:4-1 to § 14A:4-6
    Chapter 5.  Shareholders' Meetings, Elections, Rights and Liabilities of Shareholders in Certain Cases, § 14A:5-1 to § 14A:5-30
    Chapter 6.  Directors and Officers, § 14A:6-1 to § 14A:6-17
    Chapter 7.  Shares and Dividends, § 14A:7-1 to § 14A:7-20
    Chapter 8.  Beneficial Provisions for Employees, § 14A:8-1 to § 14A:8-6
    Chapter 9.  Amendments, Changes, or Alterations, § 14A:9-1 to § 14A:9-6
    Chapter 10.  Merger, Consolidation, Acquisition of All Capital Shares of a Corporation and Sale of Assets, § 14A:10-1 to § 14A:10-14
    Chapter 10A.  Shareholders Protection Act, § 14A:10A-1 to § 14A:10A-6
    Chapter 11.  Rights of Dissenting Shareholders, § 14A:11-1 to § 14A:11-11
    Chapter 12.  Dissolution, § 14A:12-1 to § 14A:12-19
    Chapter 13.  Foreign Corporations, § 14A:13-1 to § 14A:13-23
    Chapter 14.  Insolvency, Receivers and Reorganization, § 14A:14-1 to § 14A:14-27
    Chapter 15.  Fees of Secretary of State, § 14A:15-1 to § 14A:15-3
    Chapter 16.  Construction, Repealers; Effective Date, § 14A:16-1 to § 14A:16-4
    Chapter 17.  Professional Service Corporations, § 14A:17-1 to § 14A:17-18

    Title 15A.  Corporations, Nonprofit
    Chapter 1.  In General, § 15A:1-1 to § 15A:1-10
    Chapter 2.  Formation of Corporation, § 15A:2-1 to § 15A:2-12
    Chapter 3.  Corporate Powers, § 15A:3-1 to § 15A:3-5
    Chapter 3A.  Criminal Background Checks for Employees and Volunteers of Youth-Serving Organizations, § 15A:3A-1 to § 15A:3A-5
    Chapter 4.  Registered Office, Registered Agent and Annual Report, § 15A:4-1 to § 15A:4-5
    Chapter 5.  Annual Meetings, Elections, and Rights and Liabilities of Corporate Members, § 15A:5-1 to § 15A:5-25
    Chapter 6.  Board of Trustees and Corporate Officers, § 15A:6-1 to § 15A:6-17
    Chapter 7.  Memberships in Corporations, § 15A:7-1, § 15A:7-2
    Chapter 8.  Employee Benefit Plans, § 15A:8-1 to § 15A:8-5
    Chapter 9. Amendments to Certificate of Incorporation, § 15A:9-1 to § 15A:9-6
    Chapter 10.  Merger, Consolidation and Sale of Assets, § 15A:10-1 to § 15A:10-11
    Chapter 11.  Limitations on Rights of Dissenting Members, § 15A:11-1
    Chapter 12.  Dissolution of Corporation, § 15A:12-1 to § 15A:12-23
    Chapter 13.  Powers of Foreign Corporations, § 15A:13-1 to § 15A:13-13
    Chapter 14.  Insolvency, Receivers and Reorganization of Corporation, § 15A:14-1 to § 15A:14-26
    Chapter 15.  Filing and Miscellaneous Fees of the Secretary of State, § 15A:15-1, § 15A:15-2
    Chapter 16.  Acts Saved from Repeal, § 15A:16-1, § 15A:16-2

    Title 42.  Partnerships and Partnership Associations
    Chapter 1.  Uniform Partnership Law, § 42:1-1 to § 42:1-49
    Chapter 1A.  Uniform Partnership Act, § 42:1A-1 to § 42:1A-56
    Chapter 2A.  Uniform Limited Partnership Law (1976), § 42:2A-1 to § 42:2A-73
    Chapter 2B.  New Jersey Limited Liability Company Act, § 42:2B-1 to § 42:2B-70
    Chapter 3.  Limited Partnership Associations, § 42:3-1 to § 42:3-30
    Chapter 4.  Partnerships; Dissolution and Insolvency, § 42:4-1 to § 42:4-15
    Chapter 5.  Copartners; Compromise of Claims, § 42:5-1 to § 42:5-5
    Chapter 6.  Partnership Liabilities; Insolvent Voluntary Business Associations, § 42:6-1 to § 42:6-10

    New Jersey Rules of Court
    Part IV.  Rules Governing Civil Practice in the Superior Court, Tax Court and Surrogate's Courts
    Chapter 1.  Scope of Rules; Commencement and Form of Action; Service of Process, Rule 4:4-4, Rule 4:4-5

    Title 2A.  Administration of Civil and Criminal Justice
    Subtitle 4.  Civil Actions
    Chapter 15.  General Provisions, § 2A-15-30.1
    Subtitle 6.  Civil Actions
    Chapter 23B.  Arbitration and Arbitration Proceedings, § 2A:23B-1 to § 2A:23B-32

    Title 12A.  Commercial Transactions
    Subtitle 1.  Uniform Commercial Code
    Chapter 1.  General Provisions, § 12A-1-101 to § 12A-1-308
    Chapter 8.  Investment Securities, § 12A-8-101 to § 12A-8-601
    Chapter 9.  Secured Transactions, § 12A-9-101 to § 12A-9-809

    Title 46.  Property
    Subtitle 6.  Personal Property Only
    Chapter 30B.  Uniform Unclaimed Property Act, § 46:30B-1 to § 46:30B-109

    Title 49.  Sale of Securities
    Chapter 5.  Corporation Takeover Bid Disclosure Law, § 49:5-1 to § 49:5-19

    Title 52.  State Government, Departments and Officers
    Subtitle 3.  Executive and Administrative Departments
    Chapter 16A.  Department of State, § 52:16A-110 to § 52:16A-112

    Title 54.  Taxation
    Subtitle 4.  Particular Taxes on Corporations and Others
    Chapter 10A.  Corporation Business Tax Act (1945), § 54:10A-1 to § 54:10A-41
    Chapter 11.  Tax Delinquents; Voiding Charter; Sale of Assets, § 54:11-1 to § 54:11-9

    Title 54A.  New Jersey Gross Income Tax Act
    Chapter 8.  Payment of Tax, § 54A:8-6

    Appendix A

    Appendix B

    Index

    Editable New Jersey Business Entities Forms

    Full Text of Featured Cases


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  • CSC® New York Laws Governing Business Entities, Spring 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
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      ISBN: 9781522109952

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      ISBN: 9781522110507

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    CSC® New York Laws Governing Business Entities, Spring 2016 Edition
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    CSC® Publishing brings you New York Laws Governing Business Entities, Spring 2016 Edition. This annotated set helps you to conduct research more effectively, complete transactions more efficiently and better advise your clients.

    FEATURES:

    Easily access the most important business entity laws
    You'll find the New York business entity statutes, rules, forms and opinions that you need in a portable format.

    Instantly pinpoint statutory changes
    Blackline Amendments Notes follow each amended section, showing additions and deletions.

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    Quickly find required fees
    The Publication and Fee Tables provides a snapshot of fees for different entities.

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    Fillable PDF forms are located on the companion CD-ROM.

    IN THIS EDITION:
    •   Updated through Chapter 589 of the 2015 New York Legislative Session, with , with updates to the Not-For-Profit Corporation Law and three new articles added to the Religious Corporation Law.
    •   The latest case annotations from New York state and federal district courts.
    •   Full-text of five new cases covering recent legal developments regarding liability of LLC members, dissolution of a foreign corporation by a New York court, the attorney-client privilege of a corporation, merger of non-profit corporations, and the demand requirement in derivative suits

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    Pub Number: 25570

    VOLUME ONE

    Acknowledgements
    Table of New Annotations
    Analysis of Legislative Changes
    Case Summaries

    Business Corporation Law
    Limited Liability Company Law
    Partnership Law
    Not-For-Profit Corporation Law
    Cooperative Corporations Law
    Religious Corporations Law
    Transportation Corporations Law
    Uniform Commercial Code
    Index

    VOLUME TWO

    Constitution
    Abandoned Property Law
    Civil Practice Law and Rules
    Education Law
    Executive Law
    General Associations Law
    General Business Law
    General Obligations Law
    Tax Law

    Appendix A: Cases
    Appendix B: Forms Table
    Index

    Fillable New York Business Entities Forms CD-ROM
    Full Text of Featured Cases CD-ROM

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  • CSC® Pennsylvania Laws Governing Business Entities, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
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      ISBN: 9781522110057

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      ISBN: 9781522110514

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    CSC® Pennsylvania Laws Governing Business Entities, 2016 Edition
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    CSC® Publishing brings you Pennsylvania Laws Governing Business Entities, 2016 Edition. This fully annotated deskbook helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES

    Easily access the most important business entity laws
    You'll find all the up-to-date statutes, forms, and opinions that you need regarding Pennsylvania corporations, professional associations, LLCs and partnerships.

    Identify new case annotations
    The Table of New Annotations and change bars highlight the most recently added material and lets you quickly identify key Pennsylvania business entity cases.

    Access the forms library
    Fillable PDF forms are located on the companion CD-ROM.

    CONTENT

    •  Business Corporation Law
    •  Business Trusts Law
    •  Limited Liability Company Law
    •  Not-For-Profit Corporation Law
    •  Partnership Law
    •  Unincorporated Associations Law
    •  Divisions 1, 8 and 9 of the Commercial Code
    •  And more!

    IN THIS EDITION

    •  Updated through Chapter 96 of the 2015 Session of the General Assembly
    •  Over 80 new case notes from court decisions concerning Pennsylvania business entities
    •  A companion CD-ROM containing over 100 Pennsylvania forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types
    •  Full text of five significant cases from the past year highlighting recent legal developments concerning attorney-client privilege in a corporate environment, creation and sale of a partnership, required notice to shareholders, and holding corporate officers in contempt for a corporation's noncompliance

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    Pub Number: 26480

    Pennsylvania Consolidated Statutes, Title 15
    •  Corporations, Generally
    •  Business Corporations
    •  Nonprofit Corporations
    •  Cooperative Corporations
    •  Partnerships
    •  Limited Liability Companies
    •  Unincorporated Associations
    •  Trusts

    Related Laws and Rules
    •  Miscellaneous Commercial Code Statutes
    •  Miscellaneous Jurisdictional Statutes
    •  Miscellaneous Civil Procedure Rules
    •  Fictitious Names; Corporate and Other Association Names
    •  Securities
    •  State Government
    •  Taxation and Fiscal Affairs

    Appendix A   Full Text Cases

    Appendix B   List of Pennsylvania Business Entity Forms

    Index

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  • CSC® Virginia Laws Governing Business Entities Annotated, 2015 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
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      ISBN: 9781632831873

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      ISBN: 9781632831880

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    CSC® Virginia Laws Governing Business Entities Annotated, 2015 Edition
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    CSC� Publishing brings you Virginia Laws Governing Business Entities, 2015 Edition. This book helps you to conduct research more effectively, complete transactions more efficiently, and better advise your clients.

    FEATURES

    Easily access the most important business entity laws
    You'll find all the Virginia business entity statutes, rules, forms, and opinions that you need.

    Instantly pinpoint statutory changes
    Use the Table of Sections Affected to find changes quickly.

    Gain insight
    Legislative analyses prepared by Virginia business law experts give you valuable insight regarding changes to Virginia business entity laws.

    Find information quickly
    Save time searching with the expanded index.

    Access forms
    Fillable PDF forms are located on the companion CD-ROM.

    CONTENT
    • Stock Corporation Act
    • Limited Liability Company Act
    • Revised Uniform Limited Partnership Act
    • Uniform Partnership Act
    • Nonstock Corporation Act
    • Governing Statutes and Rules for the State Corporation Commission

    IN THIS EDITION
    • All Virginia statutes covering business entities updated through the 2015 legislative session.
    • The latest case annotations from state and federal courts and other courts interpreting Virginia law.
    • A companion CD-ROM contains almost 100 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of forms and contact information for Virginia's State Corporation Commission can be found in the book's appendix.
    • New in this edition — selected titles from the Uniform Commercial Code.

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    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub Number: 35273

    Acknowledgements

    Table of Sections Affected

    Legislative Analysis

    1985 Report of the Virginia Code Commission

    Introduction to Commentary by Virginia Bar Association

    Title 12.1. State Corporation Commission

    Title 13.1. Corporations

    Title 50. Partnerships

    Title 8.1A. Uniform Commercial Code — General Provisions
    Title 8.88A Commercial Code — Investment Securities
    Title 8.89A Commercial Code — Secured Transactions

    State Corporation Commission

    Appendix: Forms Table

    Index

    Fillable Virginia Business Entities Forms


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  • Qualifying to Do Business in Another State: The CSC® 50-State Guide to Qualification, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

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      ISBN: 9781522109990

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      ISBN: 9781522113157

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    Qualifying to Do Business in Another State: The CSC® 50-State Guide to Qualification, 2016 Edition
    CSC® Publishing brings you Qualifying to Do Business in Another State: The CSC® 50-State Qualification Handbook, 2016 Edition. This book is a comprehensive resource to help you decide whether to qualify your company to do business in a foreign state.

    Corporations intending to do business in states other than their home states must first determine whether they need to qualify to do business there, and if so, fulfill the qualification requirements. But qualification can be a complex and time-consuming task. Also, the consequences of making the wrong decision can be harsh, ranging from monetary penalties for a corporation to jail time for its officers and directors. To aid corporations in navigating these foreign waters, CSC developed Qualifying to Do Business in Another State: The CSC® 50-State Qualification Handbook, a comprehensive toolbox to help you make the important decisions about qualifying in states where you plan to do business, complete with the documents required to implement that decision.

    This essential resource includes:

    •  Case illustrations and discussion of business activities that do or do not trigger qualification requirements.
    •  Insight into whether certain Internet activities require qualification.
    •  Annotated qualification statutes for all 50 states and the District of Columbia.
    •  Quick-reference charts on Activities That Do Not Constitute Doing Business and Consequences of Transacting Business without Authority

    Companion CD-ROM contains fillable PDF Qualification forms.

    To learn more about other CSC® Publishing products, please visit www.lexisnexis.com/csc.

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub Number: 25000
    TABLE OF CONTENTS

    Acknowledgements
    Publisher's Note
    Introduction

    1.   The Model Business Corporation Act
    2.   Corporate Activities That Do Not Require Qualification
    3.   Corporate Activities That Require Qualification
    4.   Corporate Internet and E-Commerce Activity
    5.   How Corporations Qualify, Cure Failures, and Terminate Qualification
    6.   The Consequences of Failing to Qualify
    7.   Registration for Charitable Organizations

    Charts
    Activities That Do Not Constitute Doing Business
    Consequences of Transacting Business without Authority

    Statutes

    Appendix A: Forms Table

    Appendix B: Text of the Model Business Corporation Act

    The 50-State Qualification Handbook companion CD-ROM contains qualification forms for all 50 states and the District of Columbia.

    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • CSC® The Directors' Handbook, 2016 Edition

    Author : Corporation Service Company

    Publisher : Corporation Service Company

    Available Formats :
    • Format: Softbound with CD-ROM, Print Book with CD
      ISBN: 9781522107965

      $87 {"prodid": "58885", "pubstatus" : "132", "sku" : "SKU58885"}
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      ISBN: 9781522107972

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    CSC® The Directors' Handbook, 2016 Edition
    View a sample of this title using the ReadNow feature

    CSC® Publishing brings you The Directors' Handbook, one of today's leading guides to corporate governance, captures the latest developments that directors of public companies face from both a practical and legal perspective. The Handbook provides insightful analysis of the evolving regulatory and legal landscape, and practical, hands-on information that directors can use to guide their companies.

    The 2016 Edition of The Directors' Handbook includes insight on how to best address the full spectrum of key governance and disclosure issues, and how to handle shareholder activist campaigns and proxy battles. Complete coverage includes:

    • Creating an audit committee chart
    • Crisis management
    • Director and officer insurance
    • Majority voting for directors
    • The interplay of stock exchange independence rules and state law standards
    • The evolving role of proxy advisory groups
    • The role of the corporate secretary
    • Staggered board repeals
    • Best practices for handling restatement crises
    • The political economy of corporations and corporate governance approaches around the role of the corporate secretary

    The companion CD-ROM provides key cases and legislation that form the basis for corporate governance in the U.S and abroad. In This Edition:

    • In an all new Foreword, author Thomas J. Dougherty explores the impact of mutual funds, judicial erosion of the pre-suit demand requirement in derivative suits, disclosure statements, and the SEC Whistleblower protocols.
    • Advisory firm recommendations on executive compensation, and how those recommendations impact shareholder votes
    • How the M&A process differs under UK rules, and how the rules can impact US companies
    • Recent court decisions impacting directors' Revlon duty
    • Other updates throughout the book ensure directors are working with the most current information
    To learn more about other CSC� Publishing products, please visit www.lexisnexis.com/csc.

    The eBook versions of this title feature links to Lexis Advance for further legal research options.

    Pub 22310

    TABLE OF CONTENTS

    Foreword: Foreword: No Director Left Behind

    Preface


    1.   The Role of the Director

    2.   Corporate Governance

    3.   Director Due Diligence

    4.   Crisis Management

    5.   Compensation

    6.   Litigation

    7.   Director and Officer Insurance and Indemnification

    8.   The Political Economy of Corporations

    9.   Board Minutes and Directors' Notes

    10.  The Changing Legal Landscape: Mickey Mouse and the Cats around the Fishbowl

    11.  Corporate Secretarial Practice

    APPENDIX A

    APPENDIX B

    SUBJECT INDEX

    CASE INDEX

    STATUTES INDEX

    TABLE OF RULES AND STANDARDS

    THE DIRECTORS' HANDBOOK COMPANION CD-ROM

    Statutes
    Del. Code Ann. Title 8, § 102(b)(7) (2013)

    Case Law
    Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651, 1988 Del. Ch.LEXIS 103 (Del. Ch. 1988)
    C&J Energy Services, Inc. v. City of Miami General Employees'and Sanitation Employees' Retirement Trust, 2014 Del. LEXIS 602 (Supreme Court)
    IBEW v. Tucci, 33 Mass. L. Rep. 117; 2015 Mass. Super. LEXIS 124
    In re Delphi Financial Group Shareholder Litigation, C.A. No. 7144-VCG (Del. Ch. Mar. 6, 2012)
    In re El Paso Corporation Shareholder Litigation, C.A. No. 6949-CS (Del. Ch. Feb. 29, 2012)
    In re Goldman Sachs Group, Inc. Shareholder Litigation, C.A. No.5215-VCG (Del. Ch. Oct. 12, 2011)
    In re Smurfit-Stone Container Corp. Shareholder Litigation, C.A. No.6164-VCP (Del. Ch. May 20, 2011)
    In re Tyson Foods, Inc. Consolidated Shareholder Litigation, 919 A.2d 563, 2007 Del. Ch. LEXIS 19 (Del. Ch. 2007)
    In re Walt Disney Co. Derivative Litigation, 906 A.2d 27, 2006 Del.LEXIS 307 (Del. 2006) (Supreme Court)
    In re Walt Disney Co. Derivative Litigation, 907 A.2d 693, 2005 Del. Ch. LEXIS 113, 35 Employee Benefits Cas. (BNA) 1705 (Del.Ch. 2005) (Chancery Court)
    Lyondell Chemical Co. v. Ryan, 970 a.2d 235 (Del. 2009)
    Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173,1986 Del. LEXIS 1053 (Del. 1986)
    Ryan v. Gifford, 918 A.2d 341, 2007 Del. Ch. LEXIS 22 (Del. Ch. 2007)
    Smith v. Van Gorkom, 488 A.2d 858, 1985 Del. LEXIS 421, Fed. Sec.L. Rep. (CCH) P91921, 46 A.L.R.4th 821 (Del. 1985)
    Unitrin, Inc. v. American General Corp. (In re Unitrin, Inc.), 651 A.2d 1361, 1995 Del. LEXIS 13 (Del. 1995)
    Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946, 1985 Del. LEXIS 482 (Del. 1985)
    Weinberger v. UOP, Inc., 457 A.2d 701, 1983 Del. LEXIS 371 (Del.1983)

    Other Reference Materials
    Sarbanes-Oxley Act of 2002
    Links to The Combined Code from the UK
    Links to The NYSE Requirements for Corporate Governance
    Sources for Corporate Governance Abroad
    International Corporate Governance Codes
    Sources for Board Minutes and Directors' Notes
    2010 Foreword
    2011 Foreword
    2012 Foreword
    2013 Foreword
    2014 Foreword
    2015 Foreword
    Tom Dougherty has been a partner at Skadden, Arps since 1984. He specializes in representation and defense of companies and their officers, directors, underwriters and auditors. He has been involved from the boardroom to the courtroom in many significant jury and judge-tried cases litigated in the past twenty-five years, including litigating in defense of corporate actions and disclosures, proxy contests, hostile takeover cases and numerous class action defenses. Tom Dougherty was born in Boston and educated at local parochial schools and Holy Cross College. He then attended Oxford University as a Marshall Scholar and received a B. Phil. degree in economics. He was also named a Danforth Foundation Fellow and Woodrow Wilson Fellow at that time. He attended Harvard Law School, graduating in 1976, and subsequently was a law clerk to Stephen Breyer, then a judge on the U.S. Court of Appeals for the First Circuit, now a Supreme Court Justice.
    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.
  • Symonds & O'Toole on Delaware Limited Liability Companies, Second Edition

    Author : Robert L. Symonds, Jr., Matthew J. O'Toole

    Publisher : Corporation Service Company

    Available Formats :
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      ISBN: 9781632811141

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      ISBN: 9781632825254

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    Symonds & O'Toole on Delaware Limited Liability Companies, Second Edition
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    This updated work helps provide the best possible representation and advice to your clients who are looking to make the most of Delaware LLCs.

    •   Discussion of the statute and case law.
    •   Legal analysis and practice recommendations.
    •   Appendices that include the current Act, historical versions of the statute, legislative history, and up-to-date forms.

    Coverage includes: LLC Formation and Organization; Drafting the LLC Agreement; Financing the LLC; Members and Managers; Ownership, Voting and LLC interests; Indemnification and Other Liability Protections; Fiduciary Duties; Series LLCs; Creditors' Rights, Protections and Remedies; Mergers, Conversions and Other Creditors' Rights, Protections and Remedies; Mergers, Conversions and Other Fundamental Transactions; Dissolution, Winding Up and Termination of the LLC.

    Chapter 1 INTRODUCTION: HISTORY AND STRUCTURE OF THE DLLC ACT; POPULARITY AND USES OF DELAWARE LLCs

    § 1.01 - HISTORY OF THE DLLC ACT
    § 1.02 - POPULARITY OF DELAWARE LIMITED LIABILITY COMPANIES
    § 1.03 - NATURE AND STRUCTURE OF THE DLLC ACT
    § 1.04 - BRIEF OVERVIEW OF DELAWARE LIMITED LIABILITY COMPANIES
    § 1.05 - SOME OBSERVATIONS ON THE VARIOUS USES OF DELAWARE LIMITED LIABILITY COMPANIES

    Chapter 2 FORMATION AND POWERS

    § 2.01 - FORMATION OF A DELAWARE LIMITED LIABILITY COMPANY, GENERALLY
    § 2.02 - CERTIFICATE OF FORMATION
    § 2.03 - SUBSTANTIAL COMPLIANCE STANDARD APPLICABLE TO FORMATION
    § 2.04 - TIME OF FORMATION
    § 2.05 - SEPARATE LEGAL ENTITY
    § 2.06 - POWERS OF A DELAWARE LIMITED LIABILITY COMPANY, GENERALLY
    § 2.07 - EXPLICIT POWERS OF A DELAWARE LIMITED LIABILITY COMPANY
    § 2.08 - IMPLIED POWERS OF A DELAWARE LIMITED LIABILITY COMPANY
    § 2.09 - RESTRICTIONS ON POWERS OF A DELAWARE LIMITED LIABILITY COMPANY
    § 2.10 - ULTRA VIRES DOCTRINE
    § 2.11 - ADDRESSING POWER AND AUTHORITY MATTERS IN THE LIMITED LIABILITY COMPANY AGREEMENT
    § 2.12 - JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 3 FILING OF DOCUMENTS WITH THE DELAWARE SECRETARY OF STATE

    § 3.01 - DOCUMENTS FILED WITH THE DELAWARE SECRETARY OF STATE UNDER THE DLLC ACT
    § 3.02 - EXECUTION OF DOCUMENTS FILED WITH THE DELAWARE SECRETARY OF STATE UNDER THE DLLC ACT
    § 3.03 - FILING OF DOCUMENTS WITH THE DELAWARE SECRETARY OF STATE UNDER THE DLLC ACT

    Chapter 4 THE LIMITED LIABILITY COMPANY AGREEMENT

    § 4.01 - DEFINITION, NATURE, AND FUNCTION OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.02 - FORM OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.03 - PARTIES TO LIMITED LIABILITY COMPANY AGREEMENT
    § 4.04 - EXECUTION OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.05 - TIME OF ENTERING INTO, AND EFFECTIVE TIME OF, LIMITED LIABILITY COMPANY AGREEMENT
    § 4.06 - AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.07 - EFFECT OF DEFAULT RULES AND OTHER PROVISIONS UNDER THE DLLC ACT
    § 4.08 - DRAFTING THE LIMITED LIABILITY COMPANY AGREEMENT
    § 4.09 - FREEDOM OF CONTRACT AND ENFORCEABILITY OF LIMITED LIABILITY COMPANY AGREEMENT
    § 4.10 - JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 5 MEMBERS, ASSIGNEES, AND LIMITED LIABILITY COMPANY INTERESTS

    PART A: MEMBERS


    § 5.01 - MEMBERS GENERALLY
    § 5.02 - ADMISSION OF MEMBERS
    § 5.03 - LIABILITY OF EMBERS
    § 5.04 - CESSATION OF MEMBERSHIP
    § 5.05 - CLASSES AND GROUPS OF MEMBERS
    § 5.06 - DEALINGS BETWEEN MEMBER AND LIMITED LIABILITY COMPANY
    § 5.07 - MEMBERS SUBJECT TO CHANGES IN THE DLLC ACT

    PART B: LIMITED LIABILITY COMPANY INTERESTS

    § 5.08 - LIMITED LIABILITY COMPANY INTERESTS, GENERALLY
    § 5.09 - CLASSES OR GROUPS OF LIMITED LIABILITY COMPANY INTERESTS
    § 5.10 - TERMS RELATING TO LIMITED LIABILITY COMPANY INTERESTS
    § 5.11 - DENOMINATION OF LIMITED LIABILITY COMPANY INTERESTS
    § 5.12 - NATURE OF A LIMITED LIABILITY COMPANY INTEREST
    § 5.13 - ASSIGNABILITY OF LIMITED LIABILITY COMPANY INTERESTS
    § 5.14 - CERTIFICATE OF LIMITED LIABILITY COMPANY INTEREST
    § 5.15 - CREATION AND ISSUANCE OF LIMITED LIABILITY COMPANY INTERESTS AND RELATED RIGHTS
    § 5.16 - LIMITED LIABILITY COMPANY’S ACQUISITION OF ITS OWN LIMITED LIABILITY COMPANY INTERESTS
    § 5.17 - ESTABLISHMENT OF RECORD DATE

    PART C: ASSIGNEES

    § 5.18 - ASSIGNEES, GENERALLY
    § 5.19 - RIGHTS AND LIABILITIES OF ASSIGNEES
    § 5.20 - LIMITED LIABILITY COMPANY ITSELF AS HOLDER OF A LIMITED LIABILITY COMPANY INTEREST

    PART D: CREDITORS' RIGHTS; SERIES

    § 5.21 - RIGHTS OF CREDITORS OF MEMBERS AND ASSIGNEES
    § 5.22 - SERIES OF MEMBERS, LIMITED LIABILITY COMPANY INTERESTS AND ASSETS

    Chapter 6 FINANCE

    § 6.01 - DEBT FINANCING
    § 6.02 - DEFENSE OF USURY UNAVAILABLE TO A DELAWARE LIMITED LIABILITY COMPANY
    § 6.03 - "EQUITY" FINANCING
    § 6.04 - OTHER FINANCING TRANSACTIONS
    § 6.05 - CONTRIBUTIONS TO A DELAWARE LIMITED LIABILITY COMPANY

    Chapter 7 DISTRIBUTIONS

    § 7.01 - LIMITATIONS ON DISTRIBUTIONS BY DELAWARE LIMITED LIABILITY COMPANIES
    § 7.02 - RIGHTS TO RECEIVE DISTRIBUTIONS
    § 7.03 - FORM OF DISTRIBUTION
    § 7.04 - MECHANICS OF DISTRIBUTIONS
    § 7.05 - LIABILITY FOR RECEIPT OF UNLAWFUL DISTRIBUTION
    § 7.06 - LIABILITY FOR AUTHORIZING UNLAWFUL DISTRIBUTION

    Chapter 8 ASSIGNMENTS OF INTERESTS

    § 8.01 - ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS
    § 8.02 - ASSIGNMENT OF MEMBERSHIP
    § 8.03 - ASSIGNMENT OF OTHER RIGHTS, INTERESTS, AND DUTIES UNDER THE LIMITED LIABILITY COMPANY AGREEMENT
    § 8.03 - POWERS OF PERSONAL REPRESENTATIVE

    Chapter 9 MANAGEMENT

    § 9.01 - MANAGEMENT OVERVIEW
    § 9.02 - MANAGERS
    § 9.03 - DELEGATEES AND OTHERS POSSESSING MANAGEMENT AUTHORITY
    § 9.04 - MANAGEMENT AND VOTING RIGHTS AND POWERS; MANAGEMENT DUTIES
    § 9.05 - APPOINTMENT, RESIGNATION, AND REMOVAL OF MANAGERS
    § 9.06 - BINDING EFFECT OF LIMITED LIABILITY COMPANY AGREEMENT ON MANAGERS
    § 9.07 - INFORMATION ACCESS RIGHTS
    § 9.08 - SPECIFIC REMEDIES AGAINST MANAGERS; LIABILITY PROTECTIONS FOR MANAGERS
    § 9.09 - DERIVATIVE ACTIONS
    § 9.10 - MANAGEMENT OF A SERIES LIMITED LIABILITY COMPANY
    § 9.11 - MANAGEMENT OF A DISSOLVED LIMITED LIABILITY COMPANY
    § 9.12 - APPOINTMENT OF TRUSTEE OR RECEIVER FOR LIMITED LIABILITY COMPANY
    § 9.13 - SERVICE OF PROCESS ON MANAGERS AND OTHERS
    § 9.14 - SUBJECT MATTER JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 10 [RESERVED]

    Chapter 11 INDEMNIFICATION, ADVANCEMENT OF EXPENSES, AND RELATED MATTERS

    § 11.01 - LIMITED LIABILITY COMPANY POWERS
    § 11.02 - RIGHTS TO INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
    § 11.03 - OTHER PROTECTION FROM LIABILITY
    § 11.04 - JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

    Chapter 12 BOOKS AND RECORDS

    § 12.01 - RECORDS REQUIRED UNDER THE DLLC ACT
    § 12.02 - SUGGESTED RECORDS REGARDING LIMITED LIABILITY COMPANY'S INTERNAL AFFAIRS
    § 12.03 - FORM OF LIMITED LIABILITY COMPANY RECORDS
    § 12.04 - LOCATION OF LIMITED LIABILITY COMPANY RECORDS
    § 12.05 - RECORDKEEPING RESPONSIBILITY
    § 12.06 - LIMITED LIABILITY COMPANY SEAL
    § 12.07 - INFORMATION ACCESS RIGHTS OF MEMBERS AND MANAGERS
    § 12.08 - INFORMATION ACCESS RIGHTS OF NON-MEMBERS AND NON-MANAGERS
    § 12.09 - CONFIDENTIALITY

    Chapter 13 [RESERVED]

    Chapter 14 FUNDAMENTAL TRANSACTIONS

    § 14.01 - CERTIFICATE OF FORMATION
    § 14.02 - AMENDMENTS AND OTHER CHANGES EFFECTED BY REGISTERED AGENT
    § 14.03 - LIMITED LIABILITY COMPANY AGREEMENT
    § 14.04 - MERGER AND CONSOLIDATION
    § 14.05 - CONVERSION
    § 14.06 - TRANSFER, DOMESTICATION, AND CONTINUANCE
    § 14.07 - DISPOSITIONS OF LIMITED LIABILITY COMPANY ASSETS
    § 14.08 - APPRAISAL RIGHTS
    § 14.09 - BANKRUPTCY AND INSOLVENCY PROCEEDINGS
    § 14.10 - REVIVAL OF A DELAWARE LIMITED LIABILITY COMPANY
    § 14.11 - CERTIFICATE OF CORRECTION AND CORRECTED CERTIFICATE
    § 14.12 - CANCELLATION OR AMENDMENT OF A CERTIFICATE WITH A FUTURE EFFECTIVE TIME
    § 14.13 - OTHER FUNDAMENTAL TRANSACTIONS
    § 14.14 - DOCTRINE OF INDEPENDENT LEGAL SIGNIFICANCE

    Chapter 15 CREDITOR RIGHTS, PROTECTIONS, AND REMEDIES

    § 15.01 - RIGHTS UNDER THE LIMITED LIABILITY COMPANY AGREEMENT
    § 15.02 - STATUTORY RIGHT TO ENFORCE MEMBER OBLIGATION TO CONTRIBUTE OR RETURN ASSETS
    § 15.03 - STATUTORY LIMITATIONS ON LIMITED LIABILITY COMPANY DISTRIBUTIONS
    § 15.04 - STATUTORY PRESERVATION OF CREDITOR RIGHTS AND LIENS
    § 15.05 - LIABILITY OF MEMBERS AND OTHERS FOR LIMITED LIABILITY COMPANY DEBTS AND OBLIGATIONS
    § 15.06 - UNAVAILABILITY OF THE DEFENSE OF USURY
    § 15.07 - APPOINTMENT OF TRUSTEE OR RECEIVER FOR LIMITED LIABILITY COMPANY
    § 15.08 - CREDITORS OF MEMBERS, ASSIGNEES, AND MANAGERS
    § 15.09 - CREDITORS' LACK OF STANDING TO ASSERT CERTAIN CLAIMS

    Chapter 16 DISSOLUTION, WINDING UP, AND TERMINATION

    § 16.01 - LIMITED LIABILITY COMPANY EXISTENCE, DISSOLUTION, WINDING UP, AND TERMINATION, GENERALLY
    § 16.02 - CAUSES OF DISSOLUTION
    § 16.03 - SPECIFIC EVENTS THAT DO NOT CAUSE DISSOLUTION ABSENT CONTRARY AGREEMENT
    § 16.04 - DISSOLUTION SAFEGUARDS AND FLEXIBILITY TO AVOID DISSOLUTION
    § 16.05 - CONSEQUENCES OF DISSOLUTION
    § 16.06 - WINDING UP
    § 16.07 - TERMINATION OF LIMITED LIABILITY COMPANY
    § 16.08 - CERTIFICATE OF CANCELLATION
    § 16.09 - POST-TERMINATION MATTERS

    Chapter 17 TAXATION AND FEES UNDER THE DLLC ACT

    § 17.01 - ANNUAL TAX UNDER THE DLLC ACT
    § 17.02 - CONSEQUENCES OF FAILURE TO PAY ANNUAL TAX
    § 17.03 - MATTERS NOT AFFECTED BY FAILURE TO PAY ANNUAL TAX
    § 17.04 - FEES PAYABLE UNDER THE DLLC ACT
    § 17.05 - CLASSIFICATION OF LIMITED LIABILITY COMPANIES, MEMBERS, AND ASSIGNEES FOR PURPOSES OF DELAWARE TAXATION

    Chapter 18 FOREIGN LIMITED LIABILITY COMPANIES

    § 18.01 - DEFINITION OF FOREIGN LIMITED LIABILITY COMPANY
    § 18.02 - LAW GOVERNING FOREIGN LIMITED LIABILITY COMPANIES
    § 18.03 - REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANIES
    § 18.04 - DOING BUSINESS IN DELAWARE
    § 18.05 - SERVICE OF PROCESS ON A FOREIGN LIMITED LIABILITY COMPANY IN DELAWARE
    § 18.06 - TAXATION OF FOREIGN LIMITED LIABILITY COMPANIES

    Chapter 19 MISCELLANEOUS PROVISIONS: DEFINITIONS, RULES OF CONSTRUCTION, RESERVED POWER, AND SERVICE OF PROCESS

    § 19.01 - DEFINITIONS IN THE DLLC ACT
    § 19.02 - CONSTRUCTION OF THE DLLC ACT AND THE LIMITED LIABILITY COMPANY AGREEMENT
    § 19.03 - RESERVED POWER OF THE STATE OF DELAWARE
    § 19.04 - SHORT TITLE
    § 19.05 - SERVICE OF PROCESS ON A DELAWARE LIMITED LIABILITY COMPANY

    APPENDIX A CURRENT DLLC ACT WITH 2010 AMENDMENTS (BLACKLINED)

    APPENDIX B HISTORY OF THE DLLC ACT: LEGISLATIVE BILLS

    APPENDIX C HISTORY OF THE DLLC ACT: ANNUAL VERSIONS OF THE STATUTE

    APPENDIX D FORM DOCUMENTS

    Table 1 TABLE OF STATUTES

    Table 2 "DEFAULT RULES" UNDER THE DELAWARE LIMITED LIABILITY COMPANY ACT

    Table 3 PROVISIONS OF THE DELAWARE LIMITED LIABILITY COMPANY ACT THAT EXPRESSLY PERMIT PARTICULAR CONTRACTUAL TERMS IN THE LIMITED LIABILITY COMPANY AGREEMENT

    Table 4 TABLE OF CASES

    Index

    Robert L. Symonds, Jr. and Matthew J. O'Toole are partners at Potter Anderson & Corroon LLP in Wilmington, Delaware (www.potteranderson.com). Mr. Symonds is one of the original drafters of the Delaware Limited Liability Company Act. He is a former chairman and along with Mr. O'Toole is a long-time member of the Delaware State Bar Association committee responsible for proposing amendments to that statute and the Delaware's limited partnership and general partnership laws.
    Corporation Service Company is a leading provider of legal and financial services for many of the world's largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.

Contact a Representative

 800.533.1637


    Corporation Service Company is a leading provider of legal and financial services for many of the world’s largest companies, financial institutions and law firms. Founded in 1899, CSC® offers clients corporate compliance and governance services, intellectual property management and domain name management services, entity management services, public record document and retrieval services, publications, uniform commercial code and motor vehicle titling services, litigation management and registered agent services.

    To learn more about CSC®, visit www.cscglobal.com or call 1.800.927.9800.

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